SEC Filings

8-K
ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document
 


(i) declare, set aside or pay any dividends or distributions of assets (whether in cash, stock, property or otherwise) of the Company or its Subsidiaries, other than cash dividends from legally available funds;

(ii) issue, deliver, sell, redeem, repurchase or otherwise acquire or dispose of any Equity Interests in the Company or its Subsidiaries, other than issuances or dispositions of Equity Interests of any of the Company’s Subsidiaries to the Company or any other of its Subsidiaries;

(iii) effect any recapitalization, reclassification, stock dividend, stock split or like change in the capitalization of the Company or its Subsidiaries;

(iv) amend or propose to amend the articles of incorporation or by-laws (or other organizational documents) of the Company or any of its Subsidiaries;

(v) create or allow the Company or its Subsidiaries, in the aggregate, to create, incur, assume or guarantee any Indebtedness in excess of $1,000,000 in the aggregate, except (A) to the extent that such Indebtedness will be eliminated prior to the Closing or (B) intercompany Indebtedness solely between the Company and/or one of its Subsidiaries;

(vi) (A) become legally committed to any capital expenditures in addition to the capital expenditures contemplated by the capital expenditure budget set forth on Section 7.2(b)(vi) of the Company Disclosure Schedule requiring expenditures by the Company or its Subsidiaries following the Closing Date in excess of $10,000,000 in the aggregate or (B) fail to make any capital expenditures contemplated by the capital expenditure budget set forth on Section 7.2(b)(vi) of the Company Disclosure Schedule,

(vii) other than as required by the terms of any Benefit Plan in existence on the date hereof, (A) increase the amount or accelerate the time of payment of cash compensation of any Company Employee, other than annual merit increases and other increases in base salary (or base pay, as applicable), in each case, in the ordinary course of business for non-executive employees of the Company and its Subsidiaries; (B) increase the benefits under, adopt, or amend or terminate any Benefit Plan (or any plan, program, arrangement or agreement that would be a Benefit Plan if in existence on the date hereof), except for amendments to existing Benefit Plans that do not increase costs for the Company or any of its Subsidiaries by more than a de minimis amount; (C) pay or grant any new or additional entitlement to any severance, termination, or change-in-control pay or transaction or retention bonus to any Company Employee; (D) make, grant, or authorize any loans or advances of any money or other property to any Company Employee, other than ordinary course advances of business travel costs and other business expenses consistent with past practice; (E) hire or terminate the employment or services of any Company Employee with total target annual cash compensation in excess of $200,000 per annum, other than a termination for “cause” or due to permanent disability; or (F) hire any additional Shared Services Employee, except to replace a terminated Shared Services Employee, or cause any employee of Seller or its Affiliates who is not a Shared Services Employee on the date of this Agreement to become a Shared Services Employee;

 

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